


Under Control

by Ryomou



Category: Stranger Things (TV 2016)
Genre: Angst, Depression, Eating Disorders, F/M, M/M, One-Sided Attraction, Unhealthy Coping Mechanisms, Will Byers Is Not Okay
Language: English
Status: In-Progress
Published: 2019-07-20
Updated: 2019-08-17
Packaged: 2020-07-09 07:54:08
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 10
Words: 18,424
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19884196
Author URL: https://archiveofourown.org/users/Ryomou/pseuds/Ryomou
Summary: For the first time since the Upside Down, Will Byers feels completely and utterly in control. TW: Eating Disorders.





	1. Chapter 1

**Author's Note:**

> I don't know why I wrote this all I did was make myself sad.  
> Feel free to follow me on tumblr at ryomouwrites

Will is a lot of things, but blind is not one of them. He knows that El is beautiful. She’s wears her hair natural, so that it hangs free and wavy around and shoulders, and her skin is clear and kissed by the sun despite all the time she spends inside. Her teeth are white, and her laugh is clear like the chime of a bell, and her smile lights up her entire face like a light in a dark room. She’s still developing a sense of style, and most of her clothes are far too big and dangle loose on her small frame, but somehow, it suits her; makes her look dainty and feminine despite the clothes screaming nothing but Hopper, and it’s just…El. Just El. And Will can see every single reason why Mike likes her.

And in a similar yet completely opposite fashion, Will’s just Will. He’s fourteen and growing awkwardly into his body. He’s still a good head shorter than all of his friends, but his arms are growing and his legs are growing, and somehow he’s both small but gangly at the same time. He’s not getting muscle like Lucas, or hair like Dustin, or long (so long) and lean like Mike. He’s trapped somewhere horribly and uncomfortably between. And in the midst of all of that, he’s confused. There’s a part of him doesn’t want to grow—doesn’t want to be taller or more masculine, because there is comfort in being small. To be small is to be invisible, and to be invisible is to be safe. Or in El’s case, to be small is to be beautiful. And is it wrong of Will to want a little bit of both?

* * *

He starts out with snacks—nothing major, nothing anyone would notice. He trades chocolate ice cream with extra toppings for a small scoop of plain vanilla. Classic Coke smuggled into the movies becomes a bottle of water, chips become unbuttered popcorn, cookies and cake turn into fruit and whipped cream. His mom _does_ notice the desserts, but she thinks he’s just taken an interest in his health and she’s thrilled for it. After all, what parent is going to complain that their kid isn’t eating as much junk food?

Will hasn’t weighed himself since the doctors at Hawkins lab, so he has nothing to base himself off of when he steps on the scale in the corner of their bathroom. He jots down the number and decides that it’ll be his starting point. He doesn’t have an end goal in mind, but he likes the idea of watching the numbers dwindle downwards, just like he’ll hopefully dwindle downwards. Not a lot, of course. But just…enough. Enough to feel right—enough so that he doesn’t feel like he’s crawling out of his skin.

* * *

Three weeks later, Will’s graduated. He can’t skip breakfast, because he and Jonathan almost always eat together, but he can skip lunch. He’s grown used to the empty feeling in his stomach, sort of come to enjoy it, even. Because when it gets bad enough, he gets a burst of energy, almost like he could bike for hours, or go back in time and fight Troy with his bare hands. It’s addictive in a way, the adrenaline rush he gets. And for the first time since he was taken to the Upside Down two years ago, he feels completely and utterly in control.

* * *

Mike and El have been ditching them all summer, and with Dustin off at camp, that leaves Will either alone, or tagging along like a third wheel with Lucas and Max. They’re nice about it, at least, but he can tell most of the time that they’d rather him be somewhere else. He can’t exactly blame them. If Will were dating someone, he wouldn’t want a loser friend tagging along all the time either.

If he’s lucky, he’ll get a few hours with Mike once or twice a week, but other than that, everything else belongs to El. It hurts him in a way that he’s not quite ready to admit, not even to himself. Not just the fact that he’s gone, but seeing him with El—seeing them hug, seeing them kiss, seeing them hold hands. Will realizes for the first time that he’s lonely, and maybe, maybe just a bit jealous.

He handles it the best way he knows how.

He starts skipping dinner.

* * *

Even though the store is closing, his Mom is still one of the only employees at Melvald’s, so on most nights she has to work late. And between Jonathan’s internship and relationship with Nancy, he can be out into the early hours of the morning, so, missing dinner is no problem for Will. He eats breakfast like normal, and leaves the house almost immediately whether he’s meeting Max and Lucas or not. Sometimes he goes to Starcourt Mall, other times he rides his bike around town. He even visits the library every now and then and reads until they close.

His fourteenth summer is the saddest and loneliest of his life.

He’s gone from checking his weight weekly to daily, watching the number tick down, down, down pound by meager pound. But when he looks in the mirror, he feels like he looks the same. Same weird gangly limbs, same round baby face. He still feels like he wants to burst out of his skin. He feels a little different though, but not in the way he wants. He’s starting to get colder now, even in the heat. There are days when he wears long sleeves, but his friends don’t even question it, brushing it off as either a Will thing or a fashion thing, he’s not entirely sure which. And sometimes when the energy comes; that adrenaline rush he loves so much, he breaks out into a sweat and his head swims in a way that makes him feel like he might faint.

It worth it though, he thinks.

Because he’s in control.

He’s in control of this one thing that feels like everything.

* * *

“It’s not my fault you don’t like girls!”

It hurts worse than a punch to the gut, worse than the Mind Flayer pouring into his body, worse than that first day he came back to school and found an article jammed into his locker about himself with the eyes crossed out and Zombie Boy scribbled over the bottom in bold ink. Mike’s face is contorted in anger but Will can’t find it in himself to feel guilty, because it _hurts_. Of course he doesn’t really think of El as ‘some stupid girl.’ He likes El, really he does. How could he not like her? How could anyone?

But he also likes the idea of it being just them again, even if Dustin’s gone MIA. All he wanted was for things to be like before, even if it was only for one day: Mike, Lucas, Dustin, him, and a good old-fashioned game of D&D. He hasn’t been feeling well the last few days, his head has felt foggy and his body’s been weak—he hasn’t been getting the same bursts of energy that he used to. The fatigue, the headaches…It’s been giving him a bit of a temper; something he’s not used to, and something his friends definitely aren’t used to either. He tries hard not to lose that temper now.

Will can’t believe Mike’s _noticed_.

More than that, he can’t believe Mike would _dare_ use it against him.

He wants to scream at him for not remembering, for not remembering that Will used to be the most important person in his life. That it used to be him tucked under his arm. Maybe it was never for long, but sometimes, as they walked into the arcade or home from school, it was him. They’d shared sleeping bags and beds, secrets and stories, they’d hugged, and when they were young, they’d even held hands—at the park, on the swings. Will wants to scream _‘can’t you remember that?’_ because while Will may have been replaced by Eleven, nobody had replaced Mike for Will.

And now, Mike looks guilty, and he’s talking, but Will can’t really hear him because his head is swimming and his voice sounds miles away. Hunger is gnawing at his stomach deep and hard, because this is the very first day he’s gotten to skip breakfast too—his very first day of absolutely nothing. He had been so proud— _is_ so proud, because finally, he’s empty. His body is just as empty as he feels, and something inside of him loves it.

“—That we were just gonna sit in my basement all day and play games for the rest of our lives?” Mike’s voice fades in, exasperated. 

“Yeah, I guess I did. I really did.” Will answers, even though he really didn’t expect that at all. Wish for it? Yes. Expect it? No.

Will needs to get out of there, needs to get away from the people who swear they love him and then act like they don’t, needs the vacant comfort of his aloneness like he’s managed to find all summer. He hops on his bike and rides into the rain, despite Mike yelling after him, despite the stars bursting in his vision.

It’s just a sign that he’s empty—the stars.

He’s got it all under control.

* * *

They’re looking for a bowl in the cereal aisle when Will faints. It doesn’t happen like it does in the movies. It’s a short process that seems like it takes hours and feels less like fainting and more like the world is collapsing on itself. The edges of his vision turn black, and everything suddenly creeps away, far away, as if the whole aisle and Lucas has been sucked down into a tunnel. Then, the floor underneath his feet disappears and his head swims in a way that makes him feel like he’s going to puke, and down he goes.

He wakes up to Max barking at Lucas to go back to Eleven.

Right.

Eleven.

The bowl.

The Mind Flayer.

And he fainted. They’re trying to save Hawkins and he’s on the ground because he fainted.

A feeling of worthlessness curls deep and unforgiving in his gut and he places his hands underneath him so he can try and get up.

“No, no, no, no,” Max scolds him, gripping him by the shoulders to shove him back down. Her hair hangs over him like a red halo, and it distracts him from the confused furrow of her brow. “Will? Are you wearing more than one shirt?”

Yes. Three actually. He’s just so _cold_ all the time.

“Why?” He asks, but Max is already pulling his shirt up by the hem and checking herself. “Hey!”

“Oh my God!” she exclaims.

“It’s _fine,_ Max! I’m fine!”

“Will, have you seen yourself?”

Will thinks of the baby fat that’s still settled in the underside of his biceps and the thick of his thighs.

“Yeah, so what?”

“You’re…you’re _concave_.”

That’s a big and grossly inaccurate word to describe him, he thinks.

“You’re exaggerating,” he says, trying to sit up again. This time, Max lets him.

“Look, we haven’t known each other _that_ long, but I know that there’s no way your ribs have always looked…like _that_.”

“My ribs are fine.”

There’s a pained yelp a couple of aisles down.

“You should go help El. I’ll find the bowl.”

Max keeps looking at him, like she’s trying to stare directly into his soul.

“Are you eating?” she asks.

“Yes!” Will sighs, exasperated.

“Are you eating _enough_?”

“Max,” Will wraps a careful hand around her wrist to ground her. Her skin his warm, so warm under his cold fingers. “I’m okay. I’ve got it under control.”

There’s another cry, and Max stands up, flipping her hand so that she can grab his wrist and pull him up with her. The universe spins as he’s lifted upright.

“We’re not done talking about this. Find the bowl,” she says.

Then she’s gone. 


	2. Chapter 2

**Summary for the Chapter:**

> "We need to talk."

**Notes for the Chapter:**

> Max helps.

He doesn’t expect Max to show up at his house, not after Starcourt, and especially not three days after Billy’s burial. The funeral itself had a surprisingly big turnout. For someone that was notorious for being cruel to others, Billy had been well-liked among adults and popular amid a lot of students at Hawkins High. The sad part though, was that his father hadn’t shown. Just Max and her mom. Out of everyone though, El had cried the most, something Will attributed to diving deep inside Billy’s mind.

“Hey,” Max says, and Will’s so scared he almost slams the door on her. She must be able to sense this because she immediately barges her way inside. “Your mom here?”

“No. She’s with El at the cabin.”

He hadn’t told anyone they were moving yet, but it was common knowledge that Eleven was coming to live with them.

“Good,” Max walks into his kitchen like she lives there, opening his fridge and digging through it.

“What are you doing here?” Will finally asks.

“We need to talk.”

“Do we?”

“Yeah. Go change your clothes.”

Will looks down at what he’s wearing. Jeans and a (multiple layered) shirt. The jeans might be a little out of place for summer, sure, but that doesn’t explain why he needs to change.

“Why?”

“Because I said so.” Will hates her bossy tone, doesn’t understand how Lucas can put up with it if she’s like this all the time. “Go put on shorts and a t-shirt.”

Will huffs and storms off to his room. He has a headache today, the kind that starts at the temples and spreads behind the eyes. His body is sore down to the bone, and he just wants to curl up in bed; not deal with _this_. Whatever this is.

“Will,” Max says, stopping him in his tracks. Her eyes meet his, and she’s staring at him so hard he swears he can feel it in his soul. “One t-shirt.”

It takes everything in him not to slam his door behind him like a petulant child, but he does what he’s asked. He digs through his dresser for the summer clothes he hasn’t worn in at least a month and tugs them on half-heartedly. The shorts hang looser than Will remembers, and the collar of the shirt threatens to dangle off one shoulder. He thinks maybe they got stretched out in the wash.

He can hear the microwave going as he pads his way to the kitchen on the newly renovated hallway floor, and Max turns around to see him, or greet him, or observe him, or something. Whatever it was, it gets lost in her gasp.

“Jesus _Christ_!”

“What?” Will tugs self consciously on the hem of his shirt. “I did what you asked.”

“Yeah,” Max clears her throat. “Yeah, okay…um…”

The microwave beeps and she pulls out a plate of his mom’s lasagna. It’s not a big serving, just a small square, barely two inches wide. The smell of it makes Will’s stomach churn in the worst way.

“So,” she continues, brushing her hair out of her face. “I want you to try to eat this for me.”

Will’s eyes narrow in suspicion.

“Why?”

“Just because. I’m gonna eat some too, if that’s okay. I haven’t had lunch yet.”

“I’m not hungry,” Will says.

A silence falls over them, brief but heavy, like Max is thinking quick on her feet.

“So? I don’t want to eat alone. It’s like three bites.”

She’s baiting him, and Will knows it.

But he’s in control.

If he needs to eat three bites, he can eat three bites, no big deal. Especially if it gets Max off his back.

“Okay,” he agrees.

“Okay, good.”

She pops another plate in the microwave for herself and sets the table for Will.

Small plate of lasagna. Glass of water. Fork. Knife.

No big deal.

The funny thing is, his mom’s lasagna has been his favorite dinner since he was in Kindergarten. She’s generous with the sauce and uses three different kinds of cheese and the whole thing tends to melt in your mouth with every bite. It’s the only dish Will has always been able to eat seconds of, sometimes even thirds if the day is right. When’s the last time he tasted it? Not just scraped it around his plate or shoved it in the trash?

Will can’t remember.

Max sits across from him and immediately digs deep into her food, and Will takes that as his cue to follow. For half a second, he’s almost tricked himself into looking forward to it. But, instead of melting in his mouth, his first bite seems to dissolve into ash. The pasta is like cardboard, the cheese like plastic. He fights the urge to spit his mouthful back onto his plate.

Max, who had been watching him with hawk-like eyes the entire time notices immediately.

“You alright?” she asks.

Will struggles to swallow what’s in his mouth, and as soon as the food hits the back of his throat it triggers his gag reflex. He openly heaves in front of his friend, so hard and full-bodied that it brings tears to his eyes.

He’s in control.

He’s in control.

He heaves again.

He’s not in control.

“Sorry,” he apologizes. He reaches for his glass to chug some water to chase it all down. He fights back a sob. “I’m sorry, I don’t…I don’t feel so good.”

And then, suddenly, he’s crying, weeping like he had when he was trapped and afraid in the Upside Down, because he feels just as trapped and just as afraid right now. He feels trapped in his body and trapped in his mind and trapped by Max. He hears her fork clatter onto her plate and then her arms are wrapped around him, fingers running gently through his hair with a kindness he never expected from her.

“It’s okay,” she soothes. “It’s going to be okay, Will. We’re going to make it okay.”

* * *

Making it okay starts with standing in front of his bathroom mirror.

“What do you see?” Max asks.

“Me?” Will answers.

“Okay, but what do you _see_? Describe yourself to me. How do you see yourself?”

“Uh…long arms? Long…legs?”

“Do you think you’re…big?”

“Well…kind of?”

“Okay. Where?”

“My face,” Will admits. “My thighs. My arms. Just…I dunno…me.”

Max is standing behind him, and she raises up on her tip-toes to rest her chin on his shoulder.

“When did this all start?” she asks.

“After school ended,” Will admits. “Right when summer break started.”

“You’ve…you’ve lost a lot of weight since then, Will.”

Something dark inside of him whispers _‘good_. _’_

“Do you want to know what I see?” Max asks.

Will shrugs.

“I see your collarbones. And I see the veins in your wrists. I can count your ribs and the knobs of your spine if I touch your shirt. I see…legs that don’t touch…and…” she rubs a few strands of his hair between her fingers, “hair that looks like it’s about to break.”

That same voice inside of him whispers _‘she’s lying.’_

* * *

Making it okay also starts with a photograph. Nothing fancy, not anything like Jonathan would do. Just an old polaroid from his mom’s camera.

It takes thirty seconds to develop, and in the meantime, Max tells him a story.

“I met someone like you once, back in California.”

“What do you mean like me?”

“I mean…someone that didn’t…I dunno…like to eat. Billy used to bring her around sometimes.”

“I eat, Max.” Will insists.

She looks him dead in the eye, sharp as ice.

“Not enough,” she says.

When the photo is finished, Will barely recognizes the face staring back at him.

It has to be a trick, or bad lighting, or an imposter.

There’s no way the person in the picture is him. Because the boy in that picture looks sick. And Will’s not sick.

Will’s face isn’t gaunt like that, his eyes aren’t hollow, his body isn’t built with the thin bones of a bird.

That’s not him.

That’s not him.

“That’s not me.”

“Yeah, Will. It is.”

* * *

Max stays at his house for hours. She doesn’t try to feed him again, which Will is grateful for, but she does talk to him. Not all of it is about food. Not all of it is about him either. She talks about Lucas, and Billy, and El, and California. She talks about worrying about the girl that’s like him over there. They take breaks every now and then to read comics and play Atari, and for the first time all summer, Will feels less alone. Him and Max have never been close, but right now, he feels like they could well and truly be good friends.

She knows secrets about him that nobody else does, and he’s learned a few secrets of his own. Like how Lucas wasn’t her first kiss—or that he wasn’t even her _best_ kiss. And that she was happy when Mike and El broke up because she gets worried about how controlling Mike can be even though she knows that it comes from a good place in his heart. Will learns that her dad hit Billy, _a lot_ , and that she never really found out why he hated him, and that she’ll never forgive him for missing his own son’s funeral. And honestly, for that, Will can’t blame her.

He likes having someone to talk to—can’t remember the last time it happened. So, when she asks, “What started this, Will?” he answers honestly.

“It’s…it’s hard to explain. My body just doesn’t…feel right. It’s like it wasn’t growing the way it was supposed to. I’ve spent my entire life being small, and then all of a sudden I was…stuck in-between, I wasn’t small but I wasn’t big either, and I just wanted…I just wanted to go back…and…”

“And…” she urges him on.

They’re sprawled on his living room floor, and Will sits up so that he can look down at her to convey the seriousness of what he’s about to say.

“If I tell you something, something really important, can you keep it just between us?”

Max nods her head.

“I mean, if I can keep evil Russians and Mind Flayers and Demodogs a secret, I think I can do this, yeah.”

Will huffs a laugh.

“I think…I think some part of me wanted him to notice me.”

That makes Max spring right up.

“ _Him?_ Who’s him?”

Will rubs the back of his neck nervously.

“Mike.”

“ _Mike?_ ”

“We go to school together, I know you’ve heard the rumors…”

“Fuck the rumors, Byers, are you telling me you _starved_ yourself for a _stupid boy_?”

“No! I’m not that dumb! Being small makes me feel safe! It’s how I stayed alive in the Upside Down! It’s how I hid from people at school! You can’t fit in small spaces when you’re big! You can’t hide when you’re big! But…small to me is…it’s pretty too. And if I just happened to get pretty at the same time, well…that’s just a bonus.”

“Okay…okay, so you get to feel safe…and you get to feel…pretty? For Mike?”

“Right.”

“But Mike though?”

“That’s what you’re stuck on?”

“A little bit, yeah. I mean, have you met him? He’s kind of a douchebag,” she says with a laugh.

“He wasn’t always like that. He used to be really cool. I…I thought he liked me once…a long time ago.”

“Then El happened?”

“Yeah, then El happened. But…he’s happy. And I know I should be happy for him but…”

Max places a hand over his and pats it a few times.

“Will, I’m gonna say this once. You can do better. And you will do better. But first, we’re going to _get_ you better. Understand?”

A part of him still wants to say that there’s nothing wrong with him. That he’s fine, he’s in control, he feels great. But his mind flashes back to that sick face in the polaroid, and he doesn’t want that to be him. He doesn’t know if he can do it, doesn’t know if he wants to, but he doesn’t want that to be him. 

“I understand,” he says.

“Good. It’s going to take time. But we’re going to get through this. Together. Okay?”

“Okay.”

Max hops up off the floor, grabbing him by the wrist, reminiscent of that day in the cereal aisle.

“Thanks, Max.”

“Anytime, Byers.”


	3. Chapter 3

**Summary for the Chapter:**

> Sometimes friends are the best medicine.

**Notes for the Chapter:**

> I was going to stop at two chapters but then I didn't.  
> Enjoy Will learning to live again and El being a cutie-pie, plus good friend Max.  
> Feel free to follow me on tumblr at ryomouwrites

Making it okay also involves time with friends.

“If those dipshits can’t pull their heads out of their asses then you’ll just have to come hang out with us,” Max says, tugging Will out his front door, El not far behind them.

It’s barely been a week, and El is settling in, though not much, because just last night his mom told her of their plans to leave Hawkins. It's private for now, at least until the house sells, which is something Jonathan, Will, and El all understand. There’s no use in upsetting everyone if they end up staying, after all.

“Um, where are we going?” Will asks.

“My house,” Max answers.

The boy looks over at El, who gives him a small smile in return. He doesn’t know what Max has told her, if anything. It makes him nervous.

“Grab your bike.”

Will does as he’s told, watching as Max and El hop on the same one and peddle off ahead of him. He doesn’t know what the redhead’s house is like, he’s never been before. He doesn’t even know if he’s ever passed by it, to be honest. She’s always just shown up, either with El or Lucas—there’s never been any need for one of them to pick her up.

It turns out that her house is a lot like his. Not necessarily _poor_ , per say, but not anything like Mike’s house either. Just a typical working-class house on a typical working-class street, a street littered with stray cracks and potholes that need filling; the kind of street the mayor would ignore. And Max’s room is more _colorful_ than Will had anticipated. Colorful sheets, colorful walls, colorful posters. And in the back of his mind, he finds that it suits her. It’s vibrant and loud, but warm too, a lot like her personality.

El clearly feels comfortable here, as she immediately flops down on Max’s bed and begins rifling through her comic collection.

“Where is Wonder Woman?” she asks.

“Other side, towards the top,” Max replies. “We’re gonna grab some snacks.” She leads Will out of the room by his elbow.

They don’t say anything on the way to the kitchen, or as Max takes down a plate, or as she begins rifling through the fridge. It’s clear that her parents aren’t home, and for that, he’s grateful.

“Did you eat today?” She finally asks, looking up at him. Will notices that the light in the icebox makes her eyes look electric blue. He shakes his head no.

“Have you…have told El…?” He trails off.

“No, I haven’t said anything. But, I think she’d understand.”

Before he can open his mouth to argue, Max cuts him off.

“I’m not going to make you do anything. And if you do want to share, you don’t have to explain. You don’t have to say anything about why you don’t eat or Mike or boys, or anything you don’t feel comfortable with. But El’s been through _a lot_ of shit. So, if there’s someone out there that’s not going to judge, I think it’ll probably be her. Now, I know the lasagna was definitely a no go…what’s something small that you think you can stomach?”

Will sighs.

“Do I have—”

“Just something small. A piece of an apple. A cracker or two. Pudding, even.”

“…An apple, I guess.”

“Apple it is!”

Will had expected her to hand him an entire apple, but instead she pulls out three and carries them over to the cutting board next to the sink.

“Plate, please,” she asks, as she begins meticulously cutting the fruit into bite sized pieces. Will hurriedly passes her the plate from the counter and she scoops the snack onto it and passes it back to him. “That okay?”

He’s so touched he feels like he could cry.

He doesn’t feel forced, or like anyone is angry. It’s like a gentle prod of assistance in the right direction, a small sign that someone _finally_ cares.

“Yeah…yeah, it’s perfect, thanks.

* * *

They spend the afternoon digging through Max’s comic collection. She has everything from Wonder Woman, to Green Lantern, to The Incredible Hulk, to X-Men. El’s favorite had been Wonder Woman until Will explained the story of the X-Gene, and the entire race of people with superpowers not unlike hers, exiled by society and trained to control their gifts in a school run by a professor with a brilliant mind. Then, she was hooked, barely glancing up as she flipped through page after page, eating absentmindedly with one hand.

Max and Will share and amused glance every now and then, happy that their friend has found something that she loves and connects with so deeply. And when Max nudges the plate closer to him, he barely hesitates before he takes four whole apple slices.

As he eats them, his mind is screaming _stop, stop, stop_ , and yet his stomach doesn’t even churn once.

* * *

Afternoon turns to dusk, and Will learns a few things about El that he never would have guessed. One, she loves to do hair—Max’s more than hers.

“It’s longer,” she says.

There’s a magazine set between the two girls on the bed, and Will can tell that El is studying an intricate braid that she’s preparing to try out for herself. She’s not very good at it, tangling Max’s hair more than braiding it, but she’s learning.

In the meantime, Will goes through Max’s cassettes and records. She doesn’t seem to keep them in any particular order, and she has a rather eclectic mix of music. He stops on something familiar.

“You like The Clash?” he asks.

“Yeah!” Max answers, fighting back a wince as El pulls her hair a touch too hard. “They’re one of my favorites.”

Will smiles what feels like his first true smile in ages.

“Mine too. Can I put it in?”

“Sure.”

Should I Stay or Should I Go will always be one of Will’s favorite songs. It reminds him of his brother, and of the day he gave him his first mixtape. It takes him back to a time when things were far simpler. Hearing it again feels like riding in a car on a warm spring day with the windows down, looking forward to the next minute, the next day, the rest of his life. He’d held that feeling close to him in the Upside Down—still likes to think that’s what kept him going for so long. He struggles not to sing along, knowing that he doesn’t sing well, but Max doesn’t hold back, air drums and all.

El looks flustered trying to knot the end of the braid on the ferociously moving girl, and Will laughs. Max looks at him, face lighting up at the sound of it, and she laughs too.

* * *

The second thing Will learns about El is that she also loves makeup.

“We got makeovers at Starcourt,” Max explains, showing Will the pictures the two of them had taken. “She’s kind of been hooked ever since. I don’t have any, but I let her use my mom’s sometimes.”

Max’s bed is covered in lipstick and eyeshadow and various things that Will can’t even begin to name. She’s already gotten her hands on the redhead, who’s eyelids are painted a vibrant blue to match her eyes and who’s cheeks are dusted a rosy pink.

“She’s probably going to do yours too, just so you know.”

Will must look panicked because Max bursts out into gut-wrenching laughter.

“Don’t worry, it washes off.”

El walks out of the bathroom then, and she did a better job on Max’s face then she did her own. Her eyelids are kind of smudged green, and her lipstick is smeared, and it looks like she might have tried to use eyeliner but couldn’t quite get it right.

“Pretty?” she asks.

“Yeah,” Max answers. “You’re getting a lot better.”

“Will now?”

Eleven looks at him expectantly, and the redhead nudges him with an elbow in a way that screams ‘see, told you.’ Will looks between the two girls and finds that he doesn’t have the heart to say no.

“Alright…”

El grins, big and bright, and clamors onto the bed, sitting cross-legged in front of him. Her hands are gentle as she cradles his face, examining him, before grabbing a fluffy brush and some kind of powder before carefully dusting his cheeks. The feeling is foreign and makes him want to squirm and sneeze at the same time.

“How about this color for his eyes?” Max asks.

El stops powdering to scrunch up her nose.

“It’s…plain?”

“Yeah but look how long his eyelashes are. That’s what you want to highlight.”

The brunette nods like her friend has just given her some sagely advice.

“Highlight the eyelashes.”

“Right. Close your eyes, Will.”

He does, and nearly jumps out of his skin when he feels a finger on his eyelid.

“I lost the brush,” El says apologetically.

“That’s okay, we’ll find it. If not, Mom will probably think I was the one in her makeup. No big deal.”

The girl moves quickly, a little too quickly for good precision, which explains the smudged look of her own eyes.

“Eyelashes now.”

“That means open your eyes, Will.”

When he does, he’s faced with a spiked wand pointed directly at his eyeball. He jerks back.

“What is that?!” He asks, panicked.

“It’s mascara,” Max replies with a grin. “Don’t worry, she’s not gonna stab you. Just look down and try not to move.”

Will immediately decides that women are fearless, and mascara is the devil. With every pull his eyelashes are tugged upwards towards his eyelids, and the wand comes so close to his eyeball that he’s afraid to breathe. What only takes a minute feels like an eternity.

“Are we done now?”

“Almost.”

Max and El are checking every single tub of lipstick, comparing it against his skin and shaking their heads in disapproval before repeating the process.

“Chapstick?” El finally suggests.

“Yeah, good idea.”

Max is the one to apply it, and she does it in one stroke, almost carelessly before tossing the tube back onto the bed.

They stare at him, Eleven’s head cocked to the side, Max’s arms folded across her chest.

“Pretty,” El says.

“Yeah, I’m kind of mad about it. You do look really fucking pretty, Byers. Go look in the mirror.

Will eases himself off the bed and pads over to the bathroom. It’s decorated with seashells and shades of blue, and so small that you could probably sit on the toilet seat and put your feet in the tub. Which would be weird, but it’s still possible.

He barely recognizes the person staring back at him in the mirror. It’s like the polaroid all over again, but different. The blush makes his cheekbones look higher, the eyeshadow makes his eyes look brighter, and Max wasn’t kidding at all, his eyelashes look _miles_ long.

“I think boys should be allowed to wear makeup,” Max says from the doorway.

“Yes,” El pipes up behind her.

For the second time that day, Will laughs, and he doesn’t even know why.

* * *

By dinner, Max’s parents still aren’t home. And while fending for yourself is the perfect opportunity to eat junk food, Max is kind enough to make something light for Will. It’s white rice and vegetables, in a bowl small enough to fit in his hand. Again, he’s grateful, but he’s also nervous, because that sick feeling is creeping back in. Four apple slices are not a meal, but he can’t remember the last time he ate more than once in a day. His brain immediately starts coming up with excuses to leave, and Max can tell, though he doesn’t know how, because she grabs him by the shirt collar and drags him to her room.

They all sprawl on the floor, radio blaring the background, and talk about everything and nothing. El wants to learn more about school, so Will explains classes and clubs, tests and grades, and Max talks about recess, and study hall, and vacation. Max wants to know more about D&D, which Will could talk about forever, and he quickly dives into descriptions of all the classes and lore.

They’re interrupted by Max’s comm when Will’s about halfway through describing Clerics.

“Max, this is Lucas, do you copy?”

She sighs and rolls her eyes before fishing the comm out from under her bed.

“Kind of busy right now,” she snaps into it.

“Wait, wait, wait! Have you seen Will?”

Will’s heart kind of stutters in his chest, worried that something has gone wrong.

“Why?”

“We went to his house and he wasn’t there.”

“Because he’s here.”

“He’s at _your house_?”

“Uh, _yeah_.”

“Well…is El there?”

“ _Duh_. Now, is there a problem or what? Because like I said, we’re kind of busy.”

For the third time that day, a laugh builds at the back of Will’s throat. He can easily get used to Max’s snark. She can be bossy, sure, but at least she doesn’t take anyone’s bullshit, and he respects that. He lifts his spoon for another bite of rice and finds nothing.

His bowl is empty.

The whole thing. 

And it crashes over him like a wave.

_In control._

_Not in control._

_In control._

_Not in control._

Max and Lucas suddenly sound very far away, almost underwater, even. He can hear his heartbeat in his ears. The laugh that was at the back of his throat suddenly feels more like bile.

He ate the whole thing.

He jumps up so fast that he knocks El’s bowl over in the process, spilling out the tiny tower of peas she had been building in the corner. (Third thing Will had learned that day, El hates peas.) He doesn’t know if he apologizes or not. He can’t think—just move, fast, faster to the bathroom, because his mouth is filling with spit and he’s heaving, heaving, _heaving…_

And then Will’s throwing up, on his hands in knees, face buried in the toilet of a girl he was just now getting to know.

It’s so ugly. He feels so ugly, and he knows he’s crying at the same time that he’s puking, and it somehow makes him feel even worse.

“Will…?”

It’s El at the door, and that makes him cry harder, because he doesn’t want _anyone_ to see him like this, let alone her.

“Hey, El, can you give us a minute?” He hears Max ask.

“Will’s sick?”

“Yeah, but he’ll be okay.”

“He’s…he’s crying.”

“…I know.”

“I can help?”

“…Now might not be the best time…” 

Will glances up and El looks so helpless standing at the door, like she’s genuinely hurt by seeing him in pain, and he feels so much _guilt_ that it feels like it’s eating him alive.

“She…she can come in,” Will mumbles, voice hoarse. “She can come in…”


	4. Chapter 4

**Notes for the Chapter:**

> A small update because family is visiting and it's been hard to write. Hope to have more soon.

It’s cramped with three people in the bathroom. Max is sitting on the edge of the tub, rubbing his back in soothing circles while El stands helplessly off to the side, not saying anything, just watching with wide, worried eyes. Will feels like they’ve been in there for hours. His stomach is cramping even though it’s empty, and his mouth tastes like a mix of bile and death. They don’t talk about it yet, but he knows that it’s coming as soon as he’s done hiding his face in the toilet. It makes him want to stay there forever, but he also knows that the more he prolongs it, the worse it’s going to be.

“I’m okay,” he finally says. “I think I’m okay.”

He flushes and starts to stand, stars exploding in front of his eyes. Max rises with him, her hand between his shoulder blades grounding him to the Earth.

“You sure?” she asks.

“Yeah.”

He edges over to the sink and almost groans at what he sees. He’s still wearing a face full of makeup, except his mascara has started to run, leaving black trails underneath his eyes and down his cheeks.

“Oh my God, can I wash my face?”

Max huffs a soft laugh.

“Sure. And there’s a toothbrush in the cabinet if you want one.”

“Thanks…”

The redhead trades her hand on his back for a hand on El’s and slowly guides her out the door. They leave it open.

“We’ll be in the bedroom,” she says.

Will nods. He turns the tap on as hot as it’ll go and scrubs his face until it’s red and raw. He feels dirty, wishes he could take a shower, scour his entire body until there’s nothing left. No guilt, no shame, no filth. He digs the spare toothbrush out and rips it from its package, taking no note of its color in favor of covering the bristles in too much toothpaste. He scrubs his teeth like he had scrubbed his face; until his gums are sore, and mouth is so minty that it burns, and the taste of bile is just an postscript in the back of his mind.

He doesn’t know what he’s going to say to El—doesn’t know how to spin the story in such a way that he’ll still be able to face her every single morning. Will rinses his mouth and drops the toothbrush in the garbage next to the toilet. He doesn’t look at his reflection again—doesn’t think he can stand to.

In the bedroom the girls are sitting next to each other on the bed. Their dinner is still scattered on the floor, grains of rice embedded in the carpet, peas mashed into the fibers.

Guilt blooms heavy once again in Will’s chest.

“Feel better?” Max asks.

Will hums.

“Was it the food?” She pats the bed, inviting him to join them.

“Yes…no…I dunno…” he says as he sits, staring at his fidgeting hands. It’s a lie. He does know, he just doesn’t know what to say.

“The food?” Eleven questions.

Will hears Max sigh.

“You can keep a secret right?” she asks their friend.

“Secret?”

“Yeah. A secret is something someone else doesn’t want anyone to know but you. So, you don’t tell anyone. Ever. Not Mike, not Lucas, _no one_.” 

“Isn’t that like a lie?”

“No, a lie is saying something that’s not true. A secret is saying nothing at all. Kind of like how we don’t talk to people about Hawkins lab or the Russians and stuff.”

“Oh…”

“So, do you think you can keep a secret?”

“About Will?”

“Yeah, about Will.”

At his name, Will stops looking at his twiddling thumbs to glance up at the girls through his eyelashes.

“You know this secret?” El asks.

“Yeah.”

“Then, yes, I can keep a secret.”

“Promise?”

“I promise.”

Max looks at him then, eyes serious but not unkind.

“Do you want to start?” she asks him.

“I guess…” he mumbles. Will rubs his palms on his shorts, biding for time, trying to find the words. The seconds seem to stretch on forever.

“You said you were…sick?” El prods when he doesn’t say anything after a few long moments.

“Yeah. Yeah, sick is a word for it, I guess. But,” he turns to face them, folding his legs under himself. He’s suddenly very cold. “not the kind of sick you can catch. Not like a cold or the flu. I just…I have a hard time…eating sometimes. All the time.”

Eleven’s eyebrows furrow in confusion.

“Eating?”

“Mhm. It started a while ago. I started skipping snacks, because…because it made me feel better? And then, I started skipping lunch…then lunch and dinner…and now I only eat if I have to. Well, I mean, I still eat every day! Just, not a lot. And when I do eat a lot, like we just did, I…I can get sick, like…” he gestures vaguely to the bathroom.

El’s quiet in a way that says she’s thinking hard about something, and Will exchanges a nervous glance with the redhead next to him. Then, a small hand reaches out and covers his.

“Not eating…made you feel better?”

Will shrugs helplessly.

“I…I mean…yeah, in way.”

“I don’t understand.”

Will glances at Max again, because he doesn’t want to bring up Mike, or feeling ugly, or his unrelenting need to feel small.

“Sometimes,” Max starts “when people are unhappy, or feel, I dunno, scared or out of control, they need something that’s like…theirs. Something that they _can_ control, right? So, for Will, that was food. He got to control what he ate and how much he ate and when and why. It just…it just got a little out of hand.”

Will nods eagerly, liking Max’s words so much more than his own. They may not be entirely accurate, but for now, they’re enough.

Eleven’s hand tightens over his and her eyes are still so _big_ that it pulls on Will’s heartstrings.

“You are sad?” she asks.

Will doesn’t feel like ‘yes’ is a strong enough word to express how sad he is sometimes. ‘Yes’ does not describe the emptiness he feels in the mornings, the complete and utter flatness that sucks all the energy out of his body to the point that _breathing_ feels like work. It doesn’t even begin to touch on the various shades of gray his entire world has faded into; how the taste of laughter has become so foreign on his tongue. Sometimes he thinks he felt more alive in the Upside Down. Sometimes he feels like ‘sadness’ isn’t even the right word for how sad he feels. Blank, maybe. Vacant. Alone.

_In control._

_Out of control._

“Yeah,” his voice is so soft it could be a whisper. “I’m sad.”

Before he knows it, he’s being pulled into a tight hug, and even though he’s self-conscious that she might feel how many layers he’s buried under, a part of him basks in the warmth and softness of Eleven’s arms. He wonders if he was ever this warm, if he’s ever been warm, because all he knows now is _cold, cold, cold,_ and then Max is wrapping her arms around both of them and all the tension in his body releases, because this is exactly what he needed, and he didn’t even know.

“We’re gonna make you okay,” Max murmurs into his hair.

“Yes,” El agrees.

If Will starts to cry again, nobody says anything.


	5. Chapter 5

**Notes for the Chapter:**

> I'm excited for everything that happens after this

El is a girl of few words, but what she lacks in conversation, she makes up for in action.

They had stayed at Max’s for about an hour longer, and Max had explained to her how it was good for Will to eat small things throughout the day if he could, preferably light things or things he enjoys. Will doesn’t know how he feels about this treatment infiltrating his home life, but a small part of him is touched that his friends care, so he makes a vow to himself, despite the ugly voice inside of his head, to _try_.

He doesn’t expect El to take the ‘throughout the day” to mean the entire twenty-four hours of a day though.

He wakes in the middle of the night to someone shaking him, and when he blearily opens his eyes, the brunette is standing next to his bed, holding a single bite of _something_ in front of his face in the dark.

“Wha’s happening?” Will’s voice is thick with sleep, and his brain feels foggy even though he knows he should probably be more alert considering how he’s just been ripped awake. “What is that?”

“Eggo,” El says, waving it slightly, as if to urge him to take it.

“What?”

“You should eat.”

Will props himself up on his elbows so that he can see the time on his alarm clock.

“El, it’s two in the morning!”

“Max said you should eat.”

“Yeah,” Will groans, flopping back down on his back, “during the _day_.”

She’s silent for a moment before giving him a quiet, “please,” and he knows that if he could see her face clearly, he’d be getting the biggest, saddest eyes right now.

“If I say yes can I go back to sleep?”

“Yes.”

Will holds his hand out for the waffle, which Eleven gleefully drops into his palm. It’s so cold he almost drops it.

“Is this _frozen_?”

“Yes.”

“Why?”

“That’s how I eat them,” El replies nonchalantly.

Will is baffled.

“You like to eat your waffles…frozen?”

“I like them warm too.”

As if on cue, she pops her own bite of an Eggo into her mouth, as if to urge him to do the same. He does, and the taste is…different. A frozen Eggo tastes nothing like a toasted Eggo. It’s almost like a dessert in a way—more sweet and more buttery. It makes the inside of his mouth feel a little bit greasy, Will fights the urge to spit it out.

‘It’s only one bite,’ he tells himself. ‘Just a bite.’

The cold on his tongue seeps into his teeth and into his bones and suddenly he’s cold all over, as if he’s wrapped in snow rather than the downy warmth of his blanket. Will’s tired of getting cold so easily, tired of wrapping up layers in summer. But most of all, Will’s just tired.

“Cold?” Eleven asks, and Will realizes he’s shivering.

“Yeah…but I’m okay. I just…I get cold a lot.”

“Max said.”

Then, the girl is lifting the corner of the covers and clambering into his twin sized bed with him, and Will squawks with indignation.

“What are you _doing_?!”

“It’ll be like a sleepover. Max and I share at sleepovers.”

“Yeah, but you’re both _girls_.”

“Boys don’t share beds?” El asks. She grabs his hands in hers, curling them together on the pillow between their faces. It’s already warmer with her there, the line of her body exuding heat like a furnace on a winter day.

“Not really. I mean, maybe when we were little, but not anymore.”

“Why?”

It’s a good question. Why did they all stop sharing beds? Sleepovers at Mike’s used to end with the four of them in a pile of blankets and pillows, limbs sprawled every which way and curled into one another like a litter of puppies without a mother. It was…nice. There was a sense of comradery to it—a feeling of forever chosen family. Will’s heart tugs painfully at the thought of it.

“I…I dunno. It’s just…people think it’s weird, I guess.”

“Do _you_ think it’s weird?”

Nobody had really bothered to ask Will what he thought on the matter. It was just a cut and dry thing. You grow up, you stop having sleepovers, your friends get girlfriends, everyone moves on.

“No. But that’s just how things are.”

“Well, _I_ think it’s stupid.”

Will chuckles, and so close to him, he can make out the line of Eleven’s smile in the dark.

“Yeah, maybe it is.”

* * *

Jonathan catches them in bed together in the morning.

It looks a lot worse than it is.

They’re tangled together in innocent sleep, Eleven’s arm slung lazily over Will’s waist, foreheads nearly pressed together in their closeness.

Jonathan frantically raps his knuckles on the doorframe, startling both of them awake, though Will stirs much slowly than the girl at his side, who’s already sitting up and rubbing the sleep from her eyes by the time he rolls over onto his back.

“Are you two _insane_?” Jonathan stage whispers, craning his neck to look down the hallway for their mother before entering the room, shutting the door behind him.

“What?” Will’s struggling to sit up next to El, who at this point seems to understand he has some problems when it comes to being woken up, as she pats his back lightly as he battles the morning stars in his vision. They’re coming more often now, showing up almost every time he goes from laying down into an upright position. 

Jonathan runs his hands through his hair and takes a deep breath.

“Okay,” he mutters to himself. “Okay, okay. Uh…”

As soon as the stars clear, Will glances at his brother, notices his tense posture, and the nervous but understanding look in his eyes.

Then, Will notices the situation. Jonathan had come to wake him up and found a girl in his bed.

Will wants to roll his eyes.

Jonathan’s hyping himself up to give his little brother the speech of a lifetime.

“Jonathan, nothing happened.”

“We had a sleepover,” El pitches in.

“Besides, aren’t we technically family now. That’s…gross.”

“Gross.” El giggles.

“A sleepover?” Jonathan asks. The relief coming off of him is palpable. He laughs. “You couldn’t have just done that in the living room? Jesus, Will, I almost had a heart attack. Can you imagine if Mom would have come to get you instead of me?”

Will covers his face with his hands.

“Oh my god,” he mutters. “I’d never survive.”

Jonathan laughs again, then stops.

“Are you feeling okay?” he asks, suddenly serious.

Will’s stomach _drops_.

“Yeah, why?”

“You look…really pale,” the older teen steps closer to examine him, “and your eyes—”

“What’s wrong with my eyes?”

“Dark circles,” El pitches in, pointing as if Will can see them.

“Yeah. You look worse than that time you had the flu for a week. You sure you don’t feel sick?”

“I feel fine,” Will insists.

“Maybe it just hasn’t hit you yet. Why don’t you stay in today, Mom’s gotta work this afternoon, but I’ll go make you some soup, okay?”

“Jonathan—”

“Just in case,” his brother says with a small smile before leaving the room.

There’s tension building somewhere deep beneath Will’s ribcage. He wants to scream. He wants to throw something. He wants to pull his hair and cry and kick and punch and—

Eleven’s hand is soft over his own.

“He just wants to help,” she says.

 _I don’t want his help_.

“I know.”


	6. Chapter 6

**Notes for the Chapter:**

> How did a fic that was originally supposed to be two chapters turn into this? I can't stop writing, someone help me.

The soup comes from a can and tastes like tin and salt. Will both hates it and loves it—hates the way it sits heavy in the pit of his stomach, but loves the way it warms it hands and soothes the soreness in his throat that he hadn’t even known was there. He also loves that this is Jonathan’s way of telling him that he cares; the first time he’s taken an interest in him outside of the Mind Flayer’s return.

He’s not naïve. Well, he is in some ways, but not in this one. He knows that his brother has always loved him. When their dad left, he stepped into the missing parent role without hesitation or complaint; finding a job to help with bills, always giving Will rides to and from school, helping with projects and homework and sagely advice that older brothers shouldn’t have to give. Jonathan loves him—he’s just been busy. Busy with school and his internship and his budding relationship with Nancy. Important things. Life things.

Because not all life things should revolve around Will.

He knows this, and for a moment, he feels immensely selfish and petty for letting this _thing_ , whatever it is, consume him so completely. He’s worried Max at a time when she should be worrying about herself, worried El when she should be worrying about herself, and maybe his mom hasn’t noticed, or Mike, or Lucas, or Dustin, but it’s not their problem or their responsibility.

For the first time since this started, Will feels very small.

But not in the way that he wants.

* * *

He’s just finished drinking the broth from his second bowl of the day when El catches him burying the noodles from his soup in the bottom of the small trash can in his room. It’s a habit he’s well versed in: take everything off the top of garbage, hide the food, and cover it up like a child burying a hamster in the garden. He still doesn’t know if he’s hiding the food from his family or himself—he chooses not to think about it.

“What are you doing?”

“Uhhh….” It’s hard to lie when food is still sliding out of the bowl, Will finds.

“Yeah, what _are_ you doing?” A second voice chimes, managing to sound both caustic and sarcastic.

The noise Will lets out is closer to a shriek than a shout.

Max is peering in the window over his desk, speaking through where he’d left it cracked to let the fresh air in.

“What are you doing here?!”

“El called me.”

“ _Why_?”

“Said you weren’t allowed to leave the house,” she wedges her fingers under the window and lifts so that it’s open all the way. “You look like shit, Byers.”

Max fights her way into the room, heaving herself up onto the window seal and using her foot to shove Will’s desk out of her way.

“What are you doing?” El asks again.

“Looks like he’s throwing his food away to me,” Max says.

“Why?”

He’s only been asked two questions, but Will feels like he’s under interrogation. A sweat breaks out along the back of his neck and on the inside of his a palms and a burst of anger burns hot and bright deep inside his chest. He’s never felt like this with Max around; never felt judged or persecuted, and as she makes her way to the center of his room, all he wants is for her to get out—for both of them to get out. He wants to go back, back, back, all the way back to before he fainted in the store, back before Max knew anything. He wants to go back to wasting away in privacy. Guilt free, cold, and alone. Just like before. Just like he deserves.

“You shouldn’t be here,” Will says quietly. “I’ll get in trouble.”

“I’ll just say I’m here to get El,” Max responds with a quirk of her lips. “Relax, it’s cool.”

It’s not cool.

Will tries to reign the anger in—takes a deep breath through his nose, clenches and unclenches his jaw.

“Please leave,” it’s worded like a question, but sounds like a demand. “I want to be alone.”

“When you want to be alone is usually when you _shouldn’t_ be alone,” Max says. She flops on his bed as if it’s her own and pats the spot beside her. “Now, finish what you’re doing and let’s talk about your bad mood.”

He nearly slams the bowl onto the desk in response. El makes herself comfortable at the foot of his bed, sitting with her legs crossed like usual, looking calm and ever so patient. And Will finishes his ritual. He gathers the garbage from the floor, crumpled old drawings and pieces of paper, napkins and paper towels, and he meticulously hides his _shame_ as his friends watch. They’re eyes feel heavy on him, _burning_ , _judging_ , even though he knows it isn’t true.

He stands vacantly for a few moments after he’s finished, staring off at nothing, letting the absolute insurmountable weight of his feelings consume him.

“C’mon,” Max urges. “It’s alright.”

It’s not alright.

He pads his way over to the bed, socked feet silent on the floor.

As quickly as Will’s anger had come, it evaporates, replaced by that haunting emptiness that seems to follow him like a shadow. He’s suddenly more tired than he’s ever been and craves the comfort of a deep sleep.

“So…you do that a lot?”

“What?”

Will didn’t catch the question.

“Throw food away. You do that a lot?”

“No. I mean…sometimes, yeah. I just…I ate already.”

“You sure buried it in there.”

“I…” Will doesn’t want to talk anymore. “I don’t want anyone to see.”

“Does it make you feel bad? The thought of someone finding it?”

“…Yeah.”

He hasn’t looked at Max or El once, doesn’t think he can stand to right now.

“Will…” Max places a hand on his back so gently that it startles him. “Look at me.”

He does, but only a glance out of the corner of his eye.

In that split second, he can see the small braid in the front of her hair and the beginning of a sunburn on the tops of her freckled cheeks. He can see the bright blue of her eyes, the delicate curve of her lashes, and eyebrows that are furrowed in concern.

“Are you trying?” she asks.

Are you trying to get better? That’s what she means. And he’s torn between answers.

Yes.

No.

A little.

“I…I want to. It’s just…” he wills her to understand, “it’s _so hard_ , Max.”

Will still feels small; feels useless and heavy, like a burden.

And he’s struck by how odd it is that he can feel both small and heavy at the same time.

He wants it to stop. More than anything, he wants it to stop.

* * *

When they hear Jonathan stirring in the living room not far from Will’s door, Max flees out the window again in order to go to the front of the house.

Will and El help ease her down to the ground, and when the go to pull away, she keeps ahold of Will’s hand.

“Hey,” she says. “Just do your best today. I’ll take El out for a little bit, but just…do your best. It’s okay if it’s not perfect.”

Will nods his head and goes to withdraw his hand but she just holds on tighter.

“Will,” he looks at her again, and her eyes are deathly serious. “I mean it. You’re too hard on yourself. I don’t know what you’re going through, but I know it’s hard. It doesn’t have to be perfect, but as long as you’re _trying_ , that’s _enough_.”

“I didn’t—”

“I know you didn’t say anything. You don’t have to. We’re friends, Will. And I can tell that you’re being _way_ to hard on yourself right now. I said we’d get through this together, and I meant it. You’re not alone.”

Then, she gives his hand a farewell squeeze, and lets him retreat into the sanctuary of his bedroom. El is waiting for him there, and after they move his desk back to its usual spot, she envelopes him in a sincere hug.

“You can do this,” she says as Max’s aggressive knock on the front door echoes through the house.

Will fights back a smile.

“She knocks like she’s trying to break the door in half,” he jokes.

He feels El giggle in his arms.

She pulls back and takes his face in both of her hands, suddenly serious.

“You can do this,” she repeats.

“I can do this,” he echoes.

“Hey, El, your friend is here,” Jonathan says from the doorway. “You okay, Will?”

“Yeah,” Will answers, unwrapping his arms from around the smaller girl.

“I wanted a hug,” El says, like it’s the most natural thing in the world. Then, she crosses the room and throws her arms around Jonathan’s middle, giving him a hug too. The older teen looks surprised before carefully squeezing her back.

“Okay,” he says. “Well, how about you? You alright?”

“Yes. I’ll be back for dinner?”

It’s phrased like a question, like she’s asking permission to stay out that long.

“Of course. That sounds good, just be careful.”

“I will. Feel better, Will.”

“Okay.”

Jonathan points with his thumb and quirks his lips in a half-smile as El walks away, almost as if to ask, ‘is she always like that?’

“I think she’s starting to feel more comfortable here,” Will says.

“That’s good. That’s really good.”

“Yeah.”

Will goes to crawl back into bed as Jonathan walks to his desk to grab his discarded bowl of soup.

“Do you want more?” His brother asks.

“Not right now. Thanks though.”

Right as he’s getting settled, there’s a crinkle of static from underneath his bed.

His comm.

He hasn’t heard it in weeks.

Jonathan laughs, immediately knowing what it is.

“I’ll let you get that, but remember, no friends over today.” He reaches to brush Will’s bangs out of his face. “But maybe tomorrow if you seem better, okay?”

“Okay.”

Will’s heart warms at the small gesture of affection.

God, he’s missed his brother.

The comm crinkles again, and he untangles himself from his covers to dive under his bed. By the time he’s found it, Jonathan’s gone.

He lays sprawled on the floor, flipping through channels until he gets the right one.

“Will, this is Mike, do you copy?”

Mike.

_Mike_.

Calling him over the comm for the first time all summer.

A petty part of him is tempted not to answer, but the rest of him, the wholehearted pure part of him, knows that he could _never_ ignore Mike.

“Mike, this is Will. I copy.”


	7. Chapter 7

**Summary for the Chapter:**

> Will has a weakness and its name is Mike.

**Notes for the Chapter:**

> I've been neglecting all my other stories to write this one

“Where have you _been?_ Lucas and I have been looking for you for _days_ , man.”

Will feels betrayed by his own heart; the fact that it warms at the idea of his friends noticing his absence, even if it had taken a little while.

“Nowhere. Just out with Max and El.”

“So, are you guys like…friends now?” Mike’s voice sounds incredulous, as if he can’t believe the very thought of Will spending his free time with their ex-girlfriends.

“Yeah. They’re cool.”

“I mean, yeah. Yeah, they are. I just didn’t know you guys were—” Mike pauses, “that you knew each other that well.”

For the first time he can remember, possibly even for the first time in his life, Will lies to Mike.

“It’s a new thing. With El living here and all, and her and Max being friends, I see them a lot.”

Guilt is already gnawing at him. Lying to Mike feels _wrong_ —wrong like the Upside Down felt wrong, almost like the universe has flipped itself over, because Will is not a liar, and definitely not to his friends. But, then again, hasn’t he been lying all along? Lying about being fine? Being healthy? Lying about eating and being in control?

Has this thing changed him that much?

A horrible thought enters Will’s mind, and he bites down hard on the knuckles of his free hand.

Is this thing changing who he is?

“Oh. That makes sense.”

“Yeah…”

“Hey, do you wanna…do you wanna maybe come over today? We could play D&D.”

Of course Will does, that’s all he’s wanted since school ended. Just a day in Mike’s basement, like things used to be. He wants to erase their last D&D episode from his memory; their fight, Mike’s horrible words. He’s willing to—would give anything for it. Except now he’s gotten so out of control that he’s made Jonathan worry, and the room he wanted to be alone in five minutes ago suddenly feels more like jail.

“I really want to, but I can’t. I’m sick. Or getting sick, I don’t actually feel sick. Either way, Jonathan’s not going to let me go anywhere.”

“Well, do you think he’d let me come over?”

Would he? It wouldn’t be the first time Mike’s been over when Will’s been sick. Hell, Mike even stayed over after Will got out of the hospital when he was rescued from the Upside Down.

“Maybe…I mean, he said no friends over today…but maybe…”

“Good, because I’m already on my way to your house.”

Will almost laughs, because of course he is.

“Don’t ask him,” Mike continues. “It’ll be better if I ambush him at the door.”

“Okay,” Will says.

“I’ll see you in a few, over and out.”

Will rolls over onto his back, holding the comm to his chest, taking a moment to just _feel_. He knows that he’s missed Mike, but it wasn’t until he heard his voice that he realized just how much. It’s not like he hasn’t seen him at all over the past few weeks, he was there at Starcourt after all, but none of that counts in Will’s mind. Life or death situations don’t count. Mike venting about girls doesn’t count. Mike yelling at him or ditching him doesn’t count. He misses old Mike, his friend Mike. This Mike, the one that visits him when he’s sick, that invites him over for D&D, that talks him into sneaking into the movies.

 _Pretty_.

It’s like a soft whisper, that same gnawing in the back of his mind, the one he gets when his feelings fade into nothing, or when he fights between that _in control, not in control_.

 _Pretty_.

Will jumps up so quickly that the stars explode in front of his eyes again, and there’s this pressure at the base of his head, almost like a vice. The edges of his vision start to go black and for a moment he’s afraid that it’ll be like the supermarket all over again. He’s going to faint in his own bedroom, his body sprawled across the carpet for Jonathan to find. But the darkness slowly recedes, and the stars fade, and suddenly he’s fine again. His hands are clammy, and his heart is pounding, but he’s fine.

If Mike’s allowed in, he doesn’t want to be seen like this; in day old pajamas two sizes too big and hair and teeth unbrushed. He digs through his dresser and digs out a pair of shorts he hasn’t worn in nearly a year, and finds that they fit better than anything he’s worn in ages. He layers his shirts in threes, two thin and one thicker over the top, hoping that they’ll cover the ribs Max is always fretting about and shielding the collarbones he’s grown to love from any scrutiny. He doesn’t understand why his brain is stuck on pretty; because there have been so many times that he’s looked at his new body and found it so ugly, but right now, as he looks at his legs, and admires the way that his thighs don’t touch and the delicate, bony bend of his knees, all he can think is _pretty_.

Mike doesn’t like boys, but a small part of him hopes that Mike will see him after all this time and find these parts of him pretty too.

Will scoffs at his own thoughts as he runs a brush through his hair. If more strands are caught in the bristles than normal, he pretends not to notice.

* * *

“Will, I thought I said no friends,” Jonathan’s face is fake stern, arms crossed over his chest, and Will can tell that if he’s pressed, he’ll cave in less than a second.

“But Jonathan, it’s _Mike_ ,” Will pleads.

“Yeah, Jonathan, it’s Mike,” Mike parrots from behind his brother.

Will fights back a laugh, and from the way the older teen’s face scrunches up, he does too.

“When has me being sick ever stopped Mike from coming over?”

Jonathan sighs.

“Literally never,” he agrees. “You have an hour. But that’s it, I mean it.”

Mike makes a noise of pure excitement and scurries into the house like a little kid that’s had too much candy. He’s wearing a powdered blue shirt, and Will adores Mike in blue; always has. He loves the way it sets off his black hair, how it highlights his freckles. His heart flutters in the same way it has since they were children, a never-ending crush bordering on something stronger that he feels may last a lifetime. 

Mike looks ready to pull him in for a hug but he stops a few steps short, arms slightly out, brow drawn down in concern.

“Oh, wow. You really _don’t_ look good,” he says.

Will’s heart sinks.

“Gee, thanks.”

“See, I told you,” Jonathan says as he walks away.

“Yeah, don’t rub it in,” Will snaps back, harsher than he means too. Jonathan raises his hands in mock surrender as he turns the corner to the kitchen.

“Seriously though,” Mike says as Will leads them to his room. “I don’t think I’ve ever seen you this pale. You’re sure you don’t feel sick?”

“I feel fine.”

 _Lie_.

Will sits on his bed, trying not to wallow to heavily in his disappointment. Of course Mike wouldn’t hug him if he thought he was sick, and of course Mike wouldn’t think he was pretty. Will’s a _boy_ , and Mike likes _girls_. Mike likes _El_. Boys aren’t supposed to be pretty anyways.

“Sorry I couldn’t come play D&D today,” Will says.

“Nah, it’s alright. Seriously, it’s better if you get some rest. I’ve been planning an awesome campaign though, you’re gonna love it.”

Will smiles at that. Mike hasn’t planned a campaign in ages. Will had tried to do it in his place, but nothing ever compared. Nobody’s charisma or story telling skills even came close to Mike’s.

“You planned a campaign?”

Mike sits at the end of his bed, looking sheepish.

“I mean, yeah. After last time…I just…I wanted to make it up to you.”

They sit in a heavy silence for a few moments, Will looking at his hands, Mike looking at Will.

“I never got to say sorry, you know,” Mike continues.

“It’s okay,” Will says softly.

But it’s not okay. Mike’s words still ring sharp in his ears, angry and spiteful, hurting him in a way that no bully or slur from his father ever has.

“No, Will,” Mike places a hand over one of his own, “it’s not.”

Mike’s hands are bigger than his, much bigger, palms wide and fingers long, and they’re warm. So, so warm. And in that instant, Will feels the truth bubble up in the back of his throat. He wants to spill everything—wants to tell Mike that he’s not okay, that he hasn’t been okay for a long time. He wants to tell him about Max, about El, about the food in the garbage and about how every second of every day, it feels like his body is dying all around him. He wants to talk about how he hates it, and how he loves it, and how he can’t seem to _stop_.

Instead, what comes out is something closer to a strangled sob. Mike used to be his best friend, the one person he could talk to about everything, and now he’s never there, and it’s left him with what feels like a gaping hole in his life that nothing else seems to fill. Will is learning to love Max and El, but they aren’t Mike, and they never will be. They’ll never have his particular brand of kindness, or his tendency to turn into an idiot the moment he’s inconvenienced, or his unshakable loyalty the borderlines on stupidity.

“Will,” Mike squeezes his hand before gripping his shoulder, trying to get Will to look at him. “Will, what’s wrong?!”

And Will can’t even answer, because _everything_ is wrong. His body is wrong and his life is wrong, and lately he feels like all he does is stare at nothing or cry; like being sad or feeling empty is a hobby; his new favorite pastime.

Will feels himself curling up into a ball, making himself smaller, smaller, smaller; as small as he can possibly be, because small is safe, small takes away the _hurt_ , and he’d rather feel that endless _nothing_ than hurt. Then Mike is wrapping his arms around him, tucking Will’s head under his chin and holding him tight.

“ _Shit_ , Will, you’re freezing,” he gasps.

He rubs at his arms as if to warm him and then pauses, fingers coming up to tug at Will’s sleeves.

_No, no, no, no, no, no, no._

Will doesn’t realize he’s saying it out loud until Mike hushes gently, rocking him like a parent would a small child.

“Just let me see,” Mike murmurs, and Will stills as his friend counts each shirt sleeve:

One.

Two.

Three.

After that, everything is in slow motion. One of Mike’s hands surrounds a boney wrist, almost as if measuring the circumference of it. Then his ankle, which is curled up on the bed by Mike’s knees.

“What the fuck?” Mike whispers.

He wraps that same hand around Will’s forearm, only to find that his fingers touch.

“What the _fuck_?”

Will whimpers and Mike soothes him by petting his hair.

“Will,” his voice sounds tight, stressed, and panicked all rolled into one, “what’s happening?”


	8. Chapter 8

**Summary for the Chapter:**

> Mike doesn't react the way Will expects, and then he kind of does.

**Notes for the Chapter:**

> I've never updated so fast in my life. Thank you for the wonderful comments on the last chapter, I read them all and couldn't stop writing.

“I’m fine, I’m fine, I’m fine,” Will’s voice rolls delicately out of his mouth, almost lilting like a Sunday prayer, as if he could rewind the last few moments with the power of his words alone. Mike cups his face, trying to get him to look up, to look at _him_ , but Will _can’t_.

“I’m fine, I’m fine.”

He wants the words to curl up inside of him, to embed themselves into his skin and entomb themselves inside his soul. He wants them to seep inside Mike’s head like a song he’ll never forget—Will is fine. Will has always been fine and will always be fine. 

He feels foolish for his split-second urge to tell Mike everything, because now that the time is here in front of him, he can think of nothing he wants less. If the past several months have taught him anything, it’s that this Mike is not _his_ Mike; this is not the same boy that collects his drawings in a binder or once swore that becoming Will’s friend was the best thing he had ever done.

And Will can’t make himself continue down that line of thought, because the more he does, the more it feels like he’s being held by a stranger.

“When…when did you…?” Mike can’t seem to get a full sentence out. He drags Will impossibly closer to him, almost into his lap, grasping at the joints of his elbows, the bones of his knees like they hold the answer to what he’s been too blind to see.

“You’re so _small_. When did you get so—” Mike’s voice cracks. “And you’re...God, you’re so _cold_.”

Will’s eyes have been closed, but they snap open when he feels a single drop of wetness land on his cheek, trailing down a similar path where his own tears are still drying. He glances up, and immediately feels something inside of him _break_.

He is certain that no word has ever existed in any language throughout the history of time that can define the exact look on Mike’s face. His dictionary of a brain runs through options: desolation, anguish, repentance, but none fit quite right. No expression could ever describe the gleam of sunlight through his window reflecting off the stray tears clinging to the inky black length of Mike’s eyelashes, or the pale pink flush glowing from his cheekbones to the tip of his nose to the bow of his lips. No poem or soliloquy could convey the feeling of something unfathomable pouring out of him like an aura that reminds Will of midnight and shades of blue.

_“You did this,”_ that voice whispers.

Mike is looking at him like he’s something treasured that’s just been smashed into hundreds of pieces; with a sorrow so deep that Will can feel it settle into his own bones.

Mike is looking at him as if he’s dying, holding onto him like he can’t believe what his eyes are seeing, hands grabbing as if to make sure the Will in front if him is actually real.

_“Look at how you’ve hurt him.”_

“I’m fine,” Will says again. He lifts a hand to Mike’s chest, feeling the smooth fabric of his shirt underneath his fingertips.

Mike’s hand covers his again, holding it firmly over his heart.

And through his guilt, and all of his shame, Will realizes with undeniable clarity that he loves him. His body melts into Mike’s frantic embrace, letting himself be manhandled and held, because he loves him, he loves him.

God, he loves him.

* * *

“Is it cancer?”

Will shakes his head.

It had taken several long minutes to extract himself from Mike’s hold, from his fretting, and all his half-asked questions. Now they sit across from each other, with Mike throwing out more and more outlandish scenarios that might explain Will’s drastic decrease in size.

Cancer.

Is that what he looks like?

Every now and then, a stray tear still makes its way down one of his friend’s freckled cheeks, and the sight startles him every time, almost as if he’s never seen Mike cry. He can tell Mike feels guilty, and he feels guilty for making him feel guilty, and that guilt has sewn his mouth shut tight, because how do you even begin to explain that you’re wasting away because you want to?

Never in his wildest dreams did he expect Mike to react this way. On some level, he feels that he could handle indifference, or anger, or ignorance. But sadness? Never.

Mike sniffles.

“Please talk to me, Will.”

And in his selfishness, Will has to ask a favor first.

“Can you promise not to tell anyone?”

Mike is understandably confused.

“Not tell anyone? Tell them what?”

“Just…promise me.”

“…Okay. Okay, I promise.”

Will takes a deep breath,

“I can’t eat.”

“You can’t…what does that mean, you can’t eat?”

Will doesn’t want to explain again, vaguely wishes Max was here to help like she had been with El, but at the same time is grateful that she isn’t given her tenuous friendship with Mike.

“Is it…is it from the Mind Flayer?” Mike asks.

Will shakes his head again.

“When…when school let out for summer, I noticed my body felt…wrong. Like it was growing _wrong_. I felt too _big_ , almost like I was going to burst out of my skin. So, I started eating less, and it helped at first. It didn’t help with my body a lot, but it made me feel strong, like I was in control of something, you know? But then it stopped being enough, and I stopped eating even more, and _bad_ things started happening, but it’s like I couldn’t stop. I just kept eating less and less anyway. And now, I can barely eat at all. I want to, Mike. I swear, I do. I just…I _can’t_. Sometimes I try, but I get sick. I get so sick, and it just doesn’t seem worth it.”

_I don’t seem worth it_ , Will wants to say.

Mike looks like Will’s just punched him in the gut.

“You’ve been starving,” he says.

Will nods.

“In the store…Lucas said you passed out. I thought it was the Mind Flayer, but…” Mike shakes his head in disbelief. “Since school let out? And I never…” It’s almost like Mike’s talking to himself now, like Will’s floated out of the room in a hazy puff of smoke. “I never noticed. I didn’t even…” Mike fretfully tugs his fingers through his hair, eyes distressed and jaw clenched tight.

He’s putting all of this on himself, Will realizes.

“Mike, it’s okay.”

“Does Jonathan know?”

“No! Oh my God, no!”

“He hasn’t noticed? Has your mom?”

“No!”

“Oh my God, Will!”

“Mike, it’s okay!”

“No! No, it’s not!”

That sounds more like the Mike that Will knows.

“Have you just been going through this alone?!” Mike demands. “Shit!” He frantically scrubs his hands over his face. “Fuck! We’re all such assholes!”

“I haven’t been alone,” Will says softly.

“What?”

“In the store…Max noticed. She’s been trying to help.”

Mike’s laugh is borderline hysterical.

“Max noticed. _Max_ noticed. Your mom hasn’t noticed, your brother hasn’t noticed, _I_ didn’t notice, but Max noticed. Great. Awesome.”

“Hey,” Will says defensively. “Don’t be like that. Max has been good to me.”

Mike looks ready to cry again.

“Yeah. Definitely better than us.”

“You guys have just been…busy. Jonathan and Mom too. I…I never wanted anyone to know anyways.”

“Well…now I do. You said you wanna get better?”

“Yeah. I’ve been trying, but…” Will trails off.

Mike pulls him into another tight hug, so strong and unexpected that they both nearly topple sideways off the bed.

“Then we’re gonna make you better.”

The words are said with such finality that Will genuinely believes him.

Mike stands, determined set to his mouth and his brow, before storming over to his door like a man on a mission. He throws it open.

“Jonathan!” Mike yells. “I’m spending the night!”

“Not with El here you’re not!” Jonathan yells back, tone much more mellow.

“She’s staying with Max!”

“Since when?” Will asks.

“Since now,” Mike says, strolling back into the room. He picks up Will’s comm from the floor and settles himself back on the bed.

“Please don’t make Max mad.”

“No promises.”


	9. Chapter 9

**Summary for the Chapter:**

> Max is protective and angry.

**Notes for the Chapter:**

> One day, I will post a chapter that is long and beautiful instead of short and pitiful.  
> And by "one day" I mean hopefully next week.

“She turned it off!” Mike stares at the comm with such genuine shock that Will almost laughs.

“I mean…you did tell her to shut up.”

“Yeah, but did you hear her?” He pitches his voice up in a horrible mimicry of Max’s voice. “What are you doing there, Mike? Mind your own business, Mike. Since when do you care, _Mike?_ ” He lets out a hiss of frustration. “God, she’s such a bi—”

“Mike,” Will cuts him off with a pointed stare.

“Ugh!” Mike throws himself back onto the bed dramatically. “I’m sorry! Sometimes she just really…” He lifts his hands in the air and curls is fingers inwards like claws.

“She just cares.”

“Is that what you call it?”

“Yeah,” Will says seriously, “it is.”

All the fight goes out of suddenly goes out of him, limbs dropping to his sides listlessly, giving him the image of a human deflated balloon. It would be comical if it wasn’t so sad. Will can tell Mike is still beating himself up, and he desperately wishes there was something he could do or say to get his friend to stop.

“How did she notice?” Mike asks after several seconds of silence.

“Hm?”

“Max. How did she notice that you were…you know…? I mean, besides you passing out.” Mike turns over on his side, propping his head up on one hand. “Or _was_ it you passing out?”

“No. No, it was the shirts. It was still at the store, but it was the shirts that gave it away, I think.”

“You’ve been doing that for a long time then?”

Will nods his head.

“I get cold.”

Mike’s lips part, almost like he wants to say something but doesn’t quite know how. He reaches for Will instead, fingertips lightly brushing against his ankle.

“Mike…”

A loud slap on Will’s window makes them both jump.

Max is there, red hair wild and windswept, blue eyes blazing like the center of a flame.

“What the fu—”

“How did she get here so fast?” Both boys exclaim at the same time, voices overlapping. 

It’s a repeat of this afternoon; Max prying his window open and heaving herself onto the ledge, kicking his desk out of the way like it’s personally offended her.

El’s head peaks up behind her, hair just as frizzy and disheveled.

“Bike,” she answers, having heard the question.

Max turns to help Eleven crawl inside of Will’s room, and Mike stands, already looking defensive in new, heated atmosphere.

Will can’t blame him—Max’s anger is so tangible he swears he can almost taste it.

“ _You_ ,” she says, pointing at Mike. Her voice is so deep and venomous, it sounds like an insult. “You don’t tell _me_ to stay away when _you’re_ the one that’s been ignoring everyone all summer.”

“I didn’t mean—”

Max cuts him off.

“You don’t get to just show up and decide what’s best for Will. I don’t know what he’s told you; I don’t _care_ what he’s told you, but this isn’t part of your stupid party. This isn’t a ‘boys only’ club. This isn’t a dictatorship. You’re not the _leader_ here.” She’s moving closer to Mike as she speaks, still pointing accusingly. Will shuffles anxiously, and El, noticing his distress, comes and sits beside him. She pats his hand, almost as if to tell him that everything will be alright, and when Will glances at her, she gives him a little half-smile.

“I’m not trying—” Mike tries again, but Max doesn’t give him the chance.

“I’m _talking_. _You_ don’t get to tell _me_ what to do. _You_ don’t get to tell _me_ whenI can and can’t be here. Only Will gets to do that, and _only_ when I know he’s safe. And _El_? El _lives_ here, so she can come and go as she pleases.”

“I know tha—”

When he’s interrupted again, Mike rolls his eyes and tosses his head back towards the ceiling in an act of exasperation. This earns him a sharp jab from Max, right in the soft flesh underneath his one of his collarbones.

“Ow!”

“If you’re serious about this, if you’re really gonna get involved, _no more pity parties_. No more wallowing.”

“Pity party?” El whispers to Will.

“It means feeling sorry for yourself,” Will explains.

“Oh.”

“You know what?! You say I’m not the leader, but who the hell put you in charge?!” Mike finally snaps.

Will sighs.

“I’m not in _charge,_ asshole! I’m just making sure you don’t _fuck up_ even more than you already have!”

“I get it, alright?! I wasn’t there, but I’m here now! Will’s my best friend, and I’m not going to let anything happen to him!”

Max laughs, loud and sarcastic.

“Not going to let anything happen to him!” She gives a false round of applause so reminiscent of her brother that it’s scary. “Good job, Wheeler. In fact, you’ve done such a good job that I don’t he’s ever looked better!”

Mike looks like he’s been slapped, but Will feels like he has.

_Your fault._

Max and Mike have always fought, but never quite like this. All because he can’t eat, won’t eat—all because he lost control.

“Max,” El says. Will’s clenching her hand tight, the burn of tears hot and threatening behind his eyes. “Please, stop.”

Max whips around and looks at Will, almost as if she’s seeing him for the first time. She lets out a shaky breath.

“Shit,” she runs her hands through her hair. “I didn’t mean it like that, Will.”

Without hesitation, she abandons Mike in favor of clambering onto what little space is left on the bed.

“You know I didn’t mean it like that. I just…I get mad…I get so mad sometimes,” she’s crawling over him, trying not to crush his legs or his hands as she wraps him up in a hug. “It has nothing to do with you, I promise.” 

And he knows that. Will knows that things have been hard for Max at home ever since Billy died; he knows that her temper’s been shorter, her tongue has been sharper, but at the same time she’s also managed to become softer and more compassionate. It’s almost like she’s been torn in half, a consequence of deep, unmanaged mourning.

“Look at me,” she takes his face in her hands. “Do you want Mike here?” she asks.

“Yes,” Will says. He’s more sure of that than he’s been about anything in a long time.

“Okay,” Max says. She draws him in for another hug, and El comes with her this time, pulling close to his side. “Okay.”

Out of the corner of his eye, Will can see Mike standing forlornly by the door, looking wounded and lost.

“I’ve had a lot of hugs today,” Will says with a wry grin. Mike gives one of his soft smiles back—one of the special ones reserved only for Will.

“Good,” he says.

**Notes for the Chapter:**

> I just really like the idea of Overprotective Max (tm).


	10. Chapter 10

**Notes for the Chapter:**

> This chapter kind of got split so that I could update in a timely manner, but it's still the longest one yet.  
> My brain is fried from staring at my computer too long, so if you notice any typos please feel free to let me know.

When Max finds out that Mike knew Will had fainted in the grocery store, she smacks him upside the head so hard that _Will’s_ head hurts.

“I thought it was the Mind Flayer!” he yelps, scrambling away as quickly as he can.

“That’s even worse, you jackass!”

“I know, I know, I know, I’m sorry!”

“You didn’t even think to check on him?!”

“I was a little bit preoccupied! El was hurt! You were there!”

“Yeah, I was there _after_ I checked on Will.”

Their calm discussion about Mike spending the night had lasted all of three minutes before the two teens were fighting again; fighting about what Will should eat, where Mike should sleep, when El should come home, before rounding all the way back to Mike’s obliviousness over the past few months. Will’s getting tired of it, feeling like a bystander in his own room, being discussed like some sort of experiment rather than a human being actively trying to get healthy again.

El, who’s stretched her powers past their limit more times than any of them can count, is no stranger to fainting, it turns out. And when she hears that Will’s body has been giving out on him in such a way, she grips his arm tight, almost like a child would grasp a stuffed animal when scared.

“It’s okay,” he tells her. “It was only for a minute.”

She doesn’t look convinced, just continues to stare at him with wide, worried eyes.

“Hey,” he lowers his voice, “I promise. I’m fine. It hasn’t happened since.”

“You would tell us…if it did?” She asks.

“Of course.”

 _Liar_.

He chooses to leave out the part where he almost passed out today. After all, that’s all it was; _almost_.

“What are you two whispering about?” Mike asks.

He looks mad, and for a split-second, Will’s worried it’s because of the way he and El are wrapped together on the bed rather than because of Max’s badgering. Then he remembers:

 _“It’s not my fault you don’t like girls_!”

And his fear abates, replaced by that well-worn hollow feeling in his chest that he wakes up with some mornings; the same mornings where the simple act of just existing seems like too much. He’s good at pushing Mike’s words to the back of his mind, but sometimes they jump out at him like a billboard on the highway, loud and bright, reminding him that Mike _knows_.

_Queer._

_Fag_.

 _Disgusting_.

It sounds like his dad, and it sounds like Troy, and a part of him wonders if Mike has ever thought those things about him too.

“Will says he’s only fainted once,” El answers.

Will blinks at his name, having completely forgotten the conversation going on around him.

“Oh,” Mike looks at Max. “That’s…that’s good, right?”

“I mean…it’s not bad. But he shouldn’t be passing out _at all_.”

“Right.”

“Hey,” Jonathan picks that moment to burst through the door without knocking. He surveys the scene, taking in El and Will snuggled together on the bed, and Max and Mike standing in the center of the room. The window is still wide open, and the desk is still crooked from where it had been pushed out of the way. Jonathan looks tired. “ _Really_ , Will?”

“Uh…” Will doesn’t know what to say.

“It’s not his fault,” Max jumps in. “I didn’t tell him I was coming over.”

“Through the _window_?” Jonathan asks incredulously.

“Well, yeah, I wanted to see him when we came back to get some of El’s things, but I didn’t want him to get in trouble.”

Jonathan’s mouth opens and closes, at a loss for words.

“You could have just asked…and you know…used the door,” he finally settles on. “He’s sick, I’m not holding him hostage.”

Max smiles nervously.

“Good to know.”

Jonathan nods and turns his attention to El.

“El, you _are_ spending the night with Max then?”

“Yes.”

“Okay, why don’t you go ahead and get your things, then? I think Will’s had enough excitement for today.”

Panic rushes through Will, spreading from his chest and outward to his limbs. That statement sounds far too final for his liking.

“Mike can still stay, right?”

His brother sighs.

“Will…”

Will marvels at how much it’s like flipping a switch. Mike’s eyes instantly look harder as he stands up straight, shoulders squaring off as he clenches his fists at his side. He looks taller, stronger, and with his mouth pulled down into a frown and his jaw clenched, ready for a fight.

“Oh, come on!” Mike complains. “It’s not our fault she broke in!”

Max’s face scrunches up in an expression of pure annoyance.

“I didn’t _break in_!”

“Oh, no, you just climbed up a wall and in through a window—”

“It was open, _dipshit_.”

“That’s not an invitation!”

“Hey!” Jonathan raises his voice. “Enough fighting. El, take Max and get your things. I can drive you guys over to her place. Mike, just…” he raises his arms in defeat, “stay here.”

El obediently detangles herself from Will’s side and links an arm with Max, dragging her past Jonathan and down the hallway while Max shouts a quick “Bye, Will!” over her shoulder.

“I don’t know how Steve does it,” the older teen mutters to himself.

“I heard that,” Mike says.

“Good. You all are exhausting,” he turns his gaze on Will. “You’ll be alright if I’m gone for a few minutes?”

Will nods.

“Yeah.” 

“Okay. But, _please_ , no more people over. For me.”

“I promise. I’m sorry, Jonathan.”

His brother’s face softens.

“It’s alright. Let’s just make sure it stays a Mike only zone in here, okay? You know I hate being the bad guy.”

“I know. You’re not very good at it anyway,” Will teases.

The look he gets in return is comedic gold.

* * *

“I know Max wants you to try eating things you like, but what if we did something different?” Mike suggests. He’s sprawled out on Will’s floor, head resting on the stuffed frog that Will’s had for as long as he can remember.

“Like what?”

“Well, when I was little, Nancy used to laugh at me because when I didn’t feel good Mom would give me something called the brat diet.”

“The _brat_ diet?”

“Yeah, and not because I was a brat! Shut up, Will.”

Will tries to wipe the grin from his face, but finds that he can’t, because five-year-old Mike was, indeed, a brat. Manners didn’t stick well with him, almost like he was predisposed to blurt out whatever was on his mind, rude or not. And getting him to share toys with someone that wasn’t one of his friends could easily turn the Wheeler house into a war zone. But, in terms of food, Will distinctly remembers his friend being one of the pickiest eaters he had ever met. Up until elementary school, he wouldn’t eat anything that was green or yellow and would regularly refuse a whole plate of food if any of it touched.

“I didn’t say anything!”

“Well, you look like you want to.”

Will chuckles.

“Remember that time in first grade when your Mom came to pick you up and you just dead weighted her because you didn’t want to leave?”

“I almost forgot about that,” Mike laughs.

“She actually had to pick you up and carry you out.”

“I stayed like that all the way home too. Like, in the car and everything. She was so mad.”

“But no, you’re not a brat.”

Mike grabs the frog from behind his head and jokingly hits Will with it twice.

“It’s not _that_ kind of brat,” he lifts a hand to count of on his fingers. “It stands for bananas, rice, applesauce, and toast. B-R-A-T. Brat. It’s all food that’s supposed to be easy on your stomach. Do you think that would work?”

“I dunno,” Will mumbles. “I ate rice at Max’s house, and it made me sick.”

Mike hums thoughtfully, and Will notices that he wriggles his toes as he thinks, and he fights the urge to bury his face in his arms because it’s _cute_.

He feels like his emotions are going haywire under Mike’s influence; sad one moment, empty the next, and then, like now, so _alive_ and heart full to bursting that he feels like he could scream. It’s jarring to rotate between vacant and vibrant every other minute, and Will wishes he could just feel one thing. Mad, maybe? After all, considering how he’s been treated, he _should_ be mad, shouldn’t he? But he’s never been able to stay angry at Mike, and his friend’s been gone for so long that Will’s brain feels starved—desperate to soak up every little detail about him, from the frizz in his hair to the bow of his lips to the mismatched socks on his _stupid_ feet.

“Maybe it was too much?”

“What?”

“The rice. Maybe you need to start smaller. What have you had to eat today?”

“Soup,” Will says, when in all actuality he should probably say broth, but the thought of Mike knowing about what’s hidden in his garbage makes him want to curl up underneath his covers and die there.

“Okay.”

Mike hops up with a clumsy kind of grace that contradicts his lanky figure. 

“Where are you going?”

“I'm gonna check your kitchen.”

* * *

They don’t have bananas, but they do have applesauce. Mike doesn’t bother with a bowl, just comes back to the room with the entire container and a spoon, which Will eyes with abject terror.

“I’m not eating all of that,” he declares.

“What?” Mike looks at what he’s holding almost as if he’s seeing it for the first time. “Oh, no, you don’t have to. I just want you to try a little bit.”

He smiles at him, pacifying and sweet, and Will knows in the tangled chaos of his mind that if Mike looked at him like that and asked him to eat all of the applesauce in that container—hell, all of the applesauce in Hawkins—Will would damn well try.

Mike takes off the lid and drops the spoon inside, passing it over to Will so he can sit cross-legged on the floor, cheek resting against the edge of the mattress.

The smell is immediately overpowering, a cinnamon sugary sweetness that makes his stomach curl and his mouth fill with the thick coated spit that comes before the sick.

Will lifts the spoon to his mouth with a trembling hand.

The first bite is _so much_ , so sweet that it’s almost sour, and he wants to spit it out, spit it out, spit it out, but then Mike’s rubbing circles on his ankle with his thumb, and he swallows. It’s cold as it goes down, almost gritty in its texture, and he fights back his natural gag reflex even though it brings tears to his eyes.

It’s _applesauce_. Just applesauce. He can’t even eat applesauce.

He takes another bite and it’s just as bad as the first, but Mike is there, a comforting presence at his side, so he closes his eyes and takes another, and another, and then gags so hard that he can’t hold it back.

“You okay?” Mike asks in concern.

Will keeps his eyes closed; nods his head.

Gags again.

Shakes his head.

“No. Nope. I can’t, I can’t. It’s too…”

Every muscle in his body is strung tight, fighting hard not to give in, not to be sick, because that’s an embarrassment he really doesn’t need right now.

“Too what?”

“ _Sweet_.”

Will feels the container get lifted from his hands, and God, he wants to cry again. He just wants to do this one thing, this one _simple_ thing that everyone else around him can do, but he just _can’t_.

“Well, it is cinnamon. What if we tried the unflavored kind?”

We.

Mike says ‘we.’ Such a simple thing, but a reminder that he’s here, that he’s in this for Will and doesn’t plan on going anywhere. Will opens his eyes and sees his friend examining the applesauce with immense concentration, as if it’s the foods fault that Will can’t eat it.

“Do we have that?” he asks.

“No,” Mike answers. He screws the lid back on and puts everything off to the side before looking up at Will. He doesn’t look angry or disappointed. If anything, he looks more determined. “But I can go buy some.”

“You don’t have to do that.”

That hand is at his ankle again, rubbing those soothing circles, and it’s such a modest touch but Will melts into it, feels his body relaxing despite the humiliation in his chest and the sick feeling in his stomach.

“I want to.”

“If you leave, Jonathan might not let you back in.”

“Then I’ll go get some tomorrow.”

“I’m sorry,” Will apologizes. “I’m _so_ sorry.”

“Don’t be,” Mike lets go of him in order to dig under his bed, fishing out the stack of comic books he knows that Will keeps there for late night reading. “You’re trying. That’s all I care about. Now, which one do you want? X-Men or Captain America?”

* * *

Later that night, Mike pushes his desk back to where it’s supposed to be. Will feels kind of worthless for laying in bed all day, but every time he gets up to do something, Mike or Jonathan immediately order him back into the cocoon he’s made of his blanket.

He watches listlessly as Mike trails his hands over the surface of the wood, which is usually covered in paper and pencils and crayons. The taller boy looks lost as he takes in the vastness of the new space, and Will feels like he’s done something wrong, but he doesn’t know what.

“Have you drawn anything lately?” Mike questions. It sounds like he’s trying to go for a casual tone, yet somehow it comes out sounding hurt instead.

“No,” Will answers.

That had stopped weeks ago. Drawing requires a steady hand and a lot of concentration, both of which Will is severely lacking. For a little while, he tried to push through, but that emptiness ate at him, and bit by bit, every piece of art seemed more and more pointless. Now he can’t even remember the last time he thought about sitting down and drawing. Somewhere along the line, his brain categorized it as one of those things that was ‘too much.’ Too much effort, too much energy.

Drawing? Too much. Watching movies? Too much. Reading anything bigger than a comic book? Way, way too much.

“Why?”

Will shrugs.

“But…you always draw. What do you do if you’re not drawing?”

“This,” Will says, gesturing around, indicating that laying on his bed and staring at his ceiling is exactly what he does with his free time.

Mike’s face crumbles in devastation.

“I’ve always loved your drawings.”

He says this like it’s a confession, as if Will has no idea that he has that binder in the basement stuffed full of all his scribbles from Kindergarten to just this last school year. In fourth grade, after Will had started drawing people, Mike had even taken the binder to his mom, beaming with pride.

“Look, Mom! Isn’t this so _cool_?!”

And Karen Wheeler had pet Will on the top of his head, and assured both boys that, yes, he was very talented.

Will’s cheeks flush at the memory.

“It’s not forever,” he promises. “I just…can’t draw right now.”

“Why?”

Mike abandons the desk to sit next to him, nudging with his hip until they are crammed side-by-side on the bed. Will sighs. 

“Hey,” Mike nudges him again. “You can talk to me. I know I’ve been an asshole, but I’m here now, okay?”

“I know,” Will says. And he really does; Mike’s proven it today. “Sometimes, it feels like…I’m dead.”

Instantly, the smaller boy regrets the way the sentence comes out. A flurry of worry bursts forth, worry that Mike will think he’s being dramatic or pointlessly overstressing the issue.

“What does that mean?”

But Mike sounds calm and level, waiting patiently for Will to explain.

“I get sad a lot, and angry too, but sometimes I wake up and there’s just… _nothing_. Like everything inside of me has been carved out. I have no energy, no feeling. It’s almost like my brain forgot what it means to be…well, not just happy, but _anything_. It all just seems…pointless. Drawing. Reading. Friends. It feels like none of that matters.”

When Will looks up, Mike’s eyes are damp, and he’s got the blanket clenched tight in one fist.

“I’m sorry,” he apologizes. “I shouldn’t be telling you this—”

“ _No_.” Mike’s voice is stern and strong. “I just wish I had been here for you to tell me sooner. You’ve never…you wouldn’t ever… _hurt yourself,_ would you?”

It’s something that Will’s thought about, but only in passing, only when the emptiness takes him for days at a time.

“No, but sometimes…sometimes I wish I’d been left there. In the Upside Down. Sometimes I wish they never found me.”

The sound that leaves Mike is somewhere between a whimper and a sob. He’s got both hands pressed to his eyes, head bent down in a look of pure defeat, yet his voice is pure fire.

“Don’t say that,” he orders. “Don’t you ever say that.”

He rips his hands away from his face and his eyes are blazing, pinning Will in place, drawing all the air from his lungs. Mike takes one of Will’s cold hands in his and squeezes tight.

“I already lost you like that once. When they pulled that fake body from the water, when they said it was you…God, the thought of you _not_ coming back?!” He shakes his head as if to dispel the very idea. “I want you to tell me when it gets like that again, okay?”

It’s all Will can do to nod his head.

“Promise me,” he says. “You have to promise me. I don’t care what I’m doing, or what time it is. I don’t care if you call me at three in the goddamn morning. When you feel like that, you tell me. Promise?”

“I promise,” Will whispers.


End file.
